Study On The Law Problem Of Defective Equity Transfer

In Modern Corporation law practice, due to the company’s management and operation have not standard, there are a great many defective capital contribution of shareholders phenomenon. The defective equity transfer caused the dispute and related problems also emerge in an endless stream. There is lack of clear provisions in "Company law" about the relevant issues, especially controversial accountability issues after the defective equity transfer, identification of such problems in the judicial practice according to the different treatment methods, there is no uniform standard in the specific operation, resulting the practice in the confusion, make againest the authority of law. After the company law interpretation III was issued,but the rules of defective share transfer disputes still has its shortcomings, to be further explored in theory very necessary. This paper is raised by a case and to get the conclusion by combining the relevant provisions in the law.The basic structure is as follows:The first chapter:introduction of the case and the chief content of controversy. In this chapter, I introduced the basic situation of the case, the focus of the parties of the dispute and the decision of the court. Several problems related to this paper are caused by the case, I will combine the theory to analysis these problems, In order to puts forward some rationalization proposals for existing legislation faultiness.The second chapter:the overview of defective capital contribution. State the definition of defective capital contribution, based on the several concepts of defective capital contribution, and lists the capital contribution flaw.The third chapter:the validity of the defective equity transfer contract. First analyzed the problems of shareholder qualification, this is the primary question of defective equity can transfer, then analyzed the transferability of defective equity, then expounds several validity theories of equity transfer contract, finally draw the conclusion of defective equity transfer contract of this paper is valid.The fourth chapter:The responsible party of civil liability of defective equity. This chapter firstly discusses who should bear the civil liability of defective equity, what is responsibility for the content, how to allocate the civil liability between transfer and the assignee; secondly, through the above demonstrated to get the view, to analyze the effect of equity transfer contract in this case, the liability of defective capital contribution, the responsibilities of party; thirdly, the legislative suggestions of equity transfer system in our country.